As filed with the Securities and Exchange Commission on January 19, 2010

 

 

 

(Exact name of Registrant as specified in its charter)

British Columbia, Canada		1040		91-0742812
(Province or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer Identification No.)
incorporation or organization)		Classification Code Number)

Suite 1150-200 Granville Street
Vancouver, British Columbia, Canada V6C 1S4
(604) 633-4888

(Address and telephone number of Registrant’s principal executive offices)

Alexco Resource U.S. Corp.
Suite I-102
88 Inverness Circle East
Englewood, Colorado 80112
(303) 862-3929

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Kenneth G. Sam		Corey Dean		Bob Wooder		Riccardo Leofanti
Jason K. Brenkert		DuMoulin Black LLP		Blake, Cassels & Graydon		Skadden, Arps, Slate,
Dorsey & Whitney LLP		10th Floor — 595 Howe Street		595 Burrard Street, Suite		Meagher & Flom LLP
Republic Plaza Building,		Vancouver, BC V6C 2T5		2600		222 Bay Street, Suite 1750
Suite 4700		Canada		Three Bentall Centre		Toronto, ON M5K 1J5
370 Seventeenth Street				Vancouver, BC V7X 1L3		Canada
Denver, Colorado 80202				Canada

Approximate date of commencement of proposed sale of the securities to the public:

(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box):

A.		o		Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.		þ		At some future date (check the appropriate box below):

			1.			o		pursuant to Rule 467(b) on ___(date) at___(time) (designate a time not sooner than 7 calendar days after filing).
			2.			o		pursuant to Rule 467(b) on ___(date) at ___(time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ___(date).
			3.			o		pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
			4.			þ		after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. o

	Title of each class of			Proposed maximum			Amount of
	securities to be registered			aggregate offering price (1)			registration fee
	Common Shares			$28,045,625			$1,999.65
	TOTAL			$28,045,625			$1,999.65

 

 

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

C$•
• COMMON SHARES

This short form prospectus (the “Prospectus”) qualifies for distribution (the “Offering”) common shares (“Common Shares”) of Alexco Resource Corp. (“Alexco” or the “Company”). The Offering is made pursuant to an underwriting agreement (the “Underwriting Agreement”) dated January •, 2010 among Canaccord Financial Ltd. and Cormark Securities Inc. (collectively, the “Underwriters”) and the Company.

Proceeds to

Price to the Public (1)

Underwriters’ Fee (2)

the Company (3)

Per Common Share

$

•

$

•

$

•

Total (4)

$

•

$

•

$

•

An investment in Alexco’s securities involves a high degree of risk. Investors should carefully read the “Risk Factors” section detailed in this Prospectus.

The offering price of C$• per Common Share (“Offering Price”) has been determined by negotiation between Alexco and the Underwriters.

The Company has also granted the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part in the sole discretion of the Underwriters at any time up to 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date (as hereinafter defined), to purchase up to an additional • Common Shares (the “Over-Allotment Shares”), at a price of $• per Over-Allotment Share solely to cover over-allotments, if any, and for market stabilization purposes. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares (see “Plan of Distribution”). A purchaser who acquires any Over-Allotment Shares acquires those securities under this Prospectus, regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. References to “Common Shares” in this Prospectus shall include the up to • Common Shares comprising the Over-Allotment Shares, as applicable in the context used. The following table sets forth the number of securities issuable under the Over-Allotment Option to the Underwriters:

Maximum size		Percentage of Offering		Exercise period		Exercise price
• Common Shares		15% of the Offering		up to 30 days following the Closing Date		$• per Common Share

There are no securities of the Company issuable as compensation to the Underwriters in connection with the Offering.

The Underwriters, as principals, conditionally offer the Common Shares, subject to prior sale, if, as and when issued by Alexco and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement as referred to under “Plan of Distribution” and subject to the approval of certain legal matters on behalf of Alexco by DuMoulin Black LLP and Dorsey & Whitney LLP and on behalf of the Underwriters by Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP. Subscriptions for the Common Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. A definitive certificate or certificates representing the Common Shares to be issued to purchasers pursuant to the Offering will be issued in registered form to CDS & Co. (“CDS”) or its nominee and will be deposited with CDS at the closing of the Offering, which is expected to occur on or about February •, 2010 (the

 iii

“Closing Date”) but in any event no later than 42 days following the date of a final receipt for this Prospectus. A purchaser of Common Shares will receive only a customer confirmation or confirmations from a registered dealer who is a CDS participant and from or through which the Common Shares are purchased.

In accordance with applicable laws and policies, the Underwriters may effect transactions that stabilize or maintain the market price of the Company’s common shares at a level other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”. The Underwriters propose to offer the Common Shares at the Offering Price. After the Underwriters have made reasonable efforts to sell all of the Common Shares by this Prospectus at such price, the Offering Price may be decreased, and further changed from time to time, to an amount not greater than the Offering Price. The compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Common Shares is less than the gross proceeds paid by the Underwriters to the Company. See “Plan of Distribution”.

The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “AXR” and on the NYSE AMEX Stock Exchange (formerly the American Stock Exchange) (“AMEX”) under the symbol “AXU”. The last sale price of the Company’s Common Shares as reported by the TSX and AMEX at the close of business on January 18, 2010 was C$3.85 per Common Share and US$3.7005 per Common Share, respectively.

The Company has applied to the TSX and AMEX to list thereon the Common Shares to be distributed hereunder. Listing of such securities on the TSX and AMEX will be subject to the Company fulfilling all listing requirements of the TSX and AMEX.

The Company’s head office is located at Suite 1150, 200 Granville Street, Vancouver, British Columbia, V6C 1S4, Canada, and its registered and records office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5, Canada.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS			2
CAUTIONARY NOTE TO UNITED STATES INVESTORS			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
EXCHANGE RATE INFORMATION			4
GLOSSARY OF TECHNICAL TERMS			5
CORPORATE INFORMATION			8
SUMMARY DESCRIPTION OF BUSINESS			8
RISK FACTORS			17
PRIOR SALES			25
TRADING PRICE AND VOLUME			26
DIVIDEND POLICY			27
CONSOLIDATED CAPITALIZATION			27
DESCRIPTION OF SHARE CAPITAL			27
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			27
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			31
PLAN OF DISTRIBUTION			36
LEGAL MATTERS			37
AUDITORS, TRANSFER AGENT AND REGISTRAR			38
EXPERTS			38
DOCUMENTS INCORPORATED BY REFERENCE			38
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT			40
ADDITIONAL INFORMATION			40
ENFORCEABILITY OF CIVIL LIABILITIES			40

Investors should rely only on the information contained in or incorporated by reference into this Prospectus. Alexco has not authorized anyone to provide investors with different information. If anyone provides an investor with different or inconsistent information, it should not be relied on. Alexco is not, and the Underwriters are not, making an offer to sell the Common Shares in any jurisdiction where the offer or sale is not permitted. Investors should assume that the information contained in this Prospectus or in any document incorporated or deemed to be incorporated by reference into this Prospectus is accurate only as of the respective date of the document in which such information appears.

Unless stated otherwise or the context otherwise requires, all references to dollar amounts in this Prospectus are references to Canadian dollars. See “Exchange Rate Information”.

The Company’s financial statements that are incorporated by reference into this Prospectus have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”). Canadian GAAP differs in some material respects from generally accepted accounting principles in the United States (“U.S. GAAP”), and so the Company’s financial statements may not be comparable to the financial statements of U.S. companies prepared in accordance with U.S. GAAP. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP as they apply to the financial statements of the Company, refer to note 22 of the Company’s consolidated financial statements prepared in accordance with Item 18 of Form 20-F under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) for the fiscal years ended June 30, 2009 and 2008, as incorporated by reference into this Prospectus and filed with the United States Securities and Exchange Commission (the “SEC”) on Form 40-F on September 28, 2009.

Except where specifically indicated otherwise, scientific and technical information included in this Prospectus regarding Alexco’s mineral properties has been prepared by or under the supervision of Stan Dodd, LG (Wash), Vice President, Exploration for Alexco and a Qualified Person as defined by Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”).

Unless the context otherwise requires, references in this Prospectus to “Alexco” and the “Company” includes Alexco Resource Corp. and each of its material subsidiaries.

This Prospectus, including the documents incorporated by reference herein, has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Unless otherwise indicated, all reserve and resource estimates included in this Prospectus have been, and will be, prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Estimation of Mineral Resources and Mineral Reserves Best Practice Guideline. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 permits the disclosure of an historical estimate made prior to the adoption of NI 43-101 that does not otherwise comply with NI 43-101, using the historical terminology, if the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101 and if so includes an explanation of the differences, and (d) includes any more recent estimates or data available. Such historical estimates are presented concerning certain of the Company’s properties described herein.

Canadian standards, including NI 43-101, differ significantly from the requirements of Industry Guide 7 promulgated by the SEC under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and resource and reserve information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the

foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards under Industry Guide 7 do not define the terms and normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. Investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable.

Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC’s Industry Guide 7, and reserves reported by the Corporation in compliance with NI 43-101 may not qualify as “reserves” under Industry Guide 7 standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U. S. standards.

See “Glossary of Technical Terms” for a description of certain of the technical terms used in this Prospectus and the documents incorporated by reference herein and therein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference into this Prospectus contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws concerning the Company’s business plans, including but not limited to the exploration and development of the Bellekeno property as well as any of its other mineral properties and to the provision of consulting services; capital, operating and cash flow estimates; and other matters. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Forward-looking statements may include, but are not limited to, statements with respect to future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, future mine construction and development activities, future mine operation and production, the timing of activities and the amount of estimated revenues and expenses, the success of exploration activities, permitting time lines, requirements for additional capital and sources and uses of funds. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “estimates”, “intends”, “strategy”, “goals”, “objectives” or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be “forward-looking statements.”

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Such factors include, but are not limited to, risks related to actual results of

exploration and development activities; future results of consulting operations; actual results of remediation and reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold, silver and other commodities; possible variations in mineable resources, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; First Nation rights and title; continued capitalization and commercial viability; global economic conditions; competition; and delays in obtaining governmental approvals or financing or in the completion of development activities.

Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to those referred to in this Prospectus under the heading “Risk Factors” and elsewhere in this Prospectus, and in the documents incorporated by reference herein and therein. The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and should not be relied on as representing the Company’s views on any subsequent date. While the Company anticipates that subsequent events may cause its views to change, the Company specifically disclaims any intention or any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by applicable law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

EXCHANGE RATE INFORMATION

This Prospectus contains references to United States dollars (“US$”) and Canadian dollars (“$” or “Cdn$” or “C$”). The following table sets out, for each period indicated, the high and low closing exchange rates for one United States dollar expressed in Canadian dollars, the average of such exchange rates during such period (based on the average of the exchange rates on the last day of each month during the period), and the exchange rate at the end of such period based on the nominal noon exchange buying rate as reported by the Bank of Canada:

One U.S. dollar converted to Canadian dollar:

Year Ended
June 30		High		Low		Average		Close
2009		1.30		1.00		1.17		1.16
2008		1.08		0.92		1.01		1.02
2007		1.19		1.06		1.13		1.06

Six Months Ended
December 31		High		Low		Average		Close
2009		1.17		1.03		1.08		1.05
2008		1.30		1.00		1.13		1.22

On January 18, 2010, the nominal noon exchange rate as reported by the Bank of Canada for the conversion of one United States dollar into one Canadian dollar was US$1.00 equals C$1.03 (C$1.00 equals US$0.98).

GLOSSARY OF TECHNICAL TERMS

The following is a glossary of certain mining terms used in this Prospectus:

Au		Gold.
Deposit		A mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable ore body or as containing ore reserves, until final legal, technical, and economic factors have been resolved.
Dip		The angle at which a stratum is inclined from the horizontal.
g/t		Grams per tonne.
Grade		The amount of valuable metal in each tonne of ore, expressed as grams per tonne (g/t) for precious metals such as silver and gold, and as percent (%) for base metals such as lead and zinc.
km		Kilometers.
m		Meters.
Mineral Reserve, Proven Mineral Reserve, Probable Mineral Reserve		Under CIM standards, a Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by a preliminary feasibility study or feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.
		The terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” used in this Prospectus are mining terms defined under CIM standards and used in accordance with NI 43-101. Mineral Reserves, Proven Mineral Reserves and Probable Mineral Reserves presented under CIM standards may not conform with the definitions of “reserves” or “proven reserves” or “probable reserves” under United States standards. See “ Cautionary Note to United States Investors”.
		Mineral Reserves under CIM standards are those parts of Mineral Resources which, after the application of all mining factors, result in an estimated tonnage and grade which, in the opinion of the qualified person(s) making the estimates, is the basis of an economically viable project after taking account of all relevant processing, metallurgical, economic, marketing, legal, environment, socio-economic and government factors. Mineral Reserves are inclusive of diluting material that will be mined in conjunction with the Mineral Reserves and delivered to the treatment plant or equivalent facility. The term “Mineral Reserve” need not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.

		Under CIM standards, Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve.
		Proven Mineral Reserve: A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that the economic extraction can be justified.
		Probable Mineral Reserve: A Probable Mineral Reserve is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that the economic extraction can be justified.
Mineral Resource, Measured Mineral Resource, Indicated Mineral Resource, Inferred Mineral Resource		Under CIM standards, Mineral Resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.
		The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource”, and “inferred mineral resource” used in this Prospectus are mining terms defined under CIM standards and used in accordance with NI 43-101. They are not defined terms under United States standards and generally may not be used in documents filed with the SEC by U.S. companies. See “Cautionary Note to United States Investors”.
		A mineral resource estimate is based on information on the geology of the deposit and the continuity of mineralization. Assumptions concerning economic and operating parameters, including cut-off grades and economic mining widths, based on factors typical for the type of deposit, may be used if these factors have not been specifically established for the deposit at the time of the mineral resource estimate. A mineral resource is categorized on the basis of the degree of confidence in the estimate of quantity and grade or quality of the deposit, as follows:
		Inferred Mineral Resource: Under CIM standards, an Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
		Indicated Mineral Resource: Under CIM standards, an Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and

		economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
		Measured Mineral Resource: Under CIM standards, a Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
Mineralization		The concentration of metals and their chemical compounds within a body of rock.
Ore		A metal or mineral or a combination of these of sufficient value as to quality and quantity to enable it to be mined at a profit.
Ounce or oz		A troy ounce or twenty penny weights or 480 grains or 31.103 grams.
Quartz		A mineral composed of silicon dioxide.
Strike		Direction or trend of a geologic structure.
Tonne		Metric unit of weight equivalent to volume multiplied by specific gravity; equivalent to 1.102 tons or 1,000 kilograms (2,204.6 pounds).
Vein		Thin sheet-like intrusion into a fissure or crack, commonly bearing quartz.

The following table sets forth the factors for converting between Imperial measurements and metric equivalents:

To Convert From		To		Multiply By
Feet		Meters		0.305
Meters		Feet		3.281
Miles		Kilometers (“km”)		1.609
Kilometers		Miles		0.6214
Grams		Ounces (Troy)		0.03215
Grams/Tonnes		Ounces (Troy)/Short Ton		0.02917
Tonnes (metric)		Pounds		2,205
Tonnes (metric)		Short Tons		1.1023

The Company was incorporated under the Business Corporations Act (Yukon) on December 3, 2004 under the name “Alexco Resource Corp.”, and on December 28, 2007, the Company was continued into British Columbia under the Business Corporations Act (British Columbia).

The following chart depicts the Company’s corporate structure together with the jurisdiction of incorporation of each of the Company’s wholly-owned subsidiaries.

SUMMARY DESCRIPTION OF BUSINESS

Alexco operates two principal businesses: mineral exploration and development in Canada, primarily in Yukon Territory; and provision of consulting and project management services in respect of environmental permitting and compliance and site remediation and reclamation, both in Canada and the United States.

Alexco’s principal mineral exploration and development activities in the Yukon are currently being carried out within the Keno Hill silver district. Alexco’s material property within the Keno Hill district is the Bellekeno property (the “Bellekeno Property”). Alexco holds several other property interests within the district, including but not limited to Onek, Lucky Queen, Silver King and Husky, which may potentially become material properties depending on the results of exploration programs Alexco may carry out on them in the future. In aggregate, Alexco’s mineral property interests in the Keno Hill district comprise a total of 717 surveyed quartz mining leases, 864 unsurveyed quartz mining claims and two crown grants.

Alexco’s 100% owned Bellekeno Property comprises 70 surveyed quartz mining leases and 14 unsurveyed quartz mining claims, and is subject to a capped 1.5% net smelter return royalty with the Federal Government of Canada, and the territorial Government of Yukon (the “Governments”). The Bellekeno Property has been the subject of three previous technical reports, all filed on SEDAR and all NI 43-101 compliant, the first three of which were dated November 10, 2007, January 28, 2008 and June 30, 2008, respectively (these three collectively, the “Previous Technical Reports”). The fourth and most recent technical report on the Bellekeno Property is the updated preliminary economic assessment dated December 2, 2009 and entitled “Bellekeno Project — Updated Preliminary Economic Assessment Technical Report” (the “Technical Report”), prepared by an integrated team of personnel from Alexco, Wardrop Engineering Inc. (“Wardrop”) and SRK Consulting (Canada) Inc. (“SRK”). The Technical Report includes and updates information from the Previous Technical Reports. As a result, any references therein to, or originating from the Previous Technical Reports that may be presented in the

documents incorporated by reference to this Prospectus are no longer relevant and are excluded from the Prospectus and the documents incorporated by reference herein. As disclosed in the Technical Report, Alexco has so far defined at the Bellekeno Property an indicated resource estimated at a total of 401,000 tonnes grading 921 grams per tonne silver, 9.4% lead and 6.5% zinc, reflecting a total of 11,870,000 contained ounces of silver, plus an inferred resource estimated at 111,100 tonnes grading 320 grams per tonne silver, 3.1% lead and 17.9% zinc, reflecting a total of 1,143,000 contained ounces of silver. The updated economic analysis disclosed in the Technical Report incorporated the terms of Alexco’s silver purchase agreement with Silver Wheaton Corp. (NYSE, TSX:SLW) (“Silver Wheaton”) and outlined a project with a pre-tax net present value to Alexco of C$31.9 million at 8% over an initial mine life of approximately four years and a pay-back period to Alexco of 0.5 years, net of deposit funds received from Silver Wheaton. This economic analysis was based on metal prices of US$15.16 per ounce for silver, US$996 per ounce for gold, US$0.72 per pound for lead and US$0.85 per pound for zinc and an exchange rate of US$0.92 per Cdn$, representing consensus average metal price and currency exchange forecasts as of November 6, 2009 as published publicly by a basket of independent Canadian investment analysts and compiled by Alexco.

In November 2009, Silver Wheaton provided Alexco with written confirmation of their acceptance that the development plan as supported by the Technical Report is favourable, and Alexco’s board of directors authorized the initiation of mine construction activity.

The detailed disclosure contained in the Technical Report is hereby incorporated by reference, and the summary section from that report is reproduced as follows. Note that terms used in this summary are mining terms defined under CIM standards and used in accordance with NI 43-101. They are not defined terms under the United States standards and generally may not be used in documents filed with the SEC by U.S. companies. See “Cautionary Note to United States Investors”.

Summary Section From the Technical Report

Introduction

This Bellekeno Project Updated Preliminary Economic Assessment (PEA) Technical Report was prepared for Alexco Resource Corp. (Alexco) by Wardrop Engineering Inc. (Wardrop), and SRK Consulting (Canada) Inc. (SRK) to provide a more detailed overview of the economic potential of extracting and processing mineralized material from the Bellekeno polymetallic deposits.

Wardrop completed the metallurgical, mineral processing, and economic analysis sections of this report with input contributions from SRK and Alexco. SRK completed the underground mining and geotechnical sections of this report. Numerous Alexco personnel, particularly Tim Hall (Operations Manager) and Tom Fudge, P.Eng., (Alexco Independent Consultant), provided significant information and technical input into the report.

Location and Land Holdings

The Bellekeno deposit is located in the historic Keno Hill Mining District that envelopes the villages of Elsa and Keno City (63°55’N, 135°29’W) in central Yukon. The region has been mined intermittently for over 90 years. The closest town is Mayo, approximately 55 km to the south of the project via an all-weather road. Whitehorse is approximately 460 km south of Mayo.

The land controlled by Alexco, following the issuance of a Care and Maintenance Water License in late November 2007, comprises 713 surveyed quartz mining leases, 794 unsurveyed quartz mining claims, and two crown grants. The total area is approximately 23,350 ha. Mineral exploration at Keno Hill is permitted under the terms and conditions

set out by the Yukon Government in a Class IV Quartz Mining Land Use Permit — LQ-00240, issued in June 2008, which governs all exploration activities on the property including advanced underground exploration, for the Bellekeno deposit. The permit supersedes the earlier mining land use permits for the property. The mineral resources and the underground infrastructure of the Bellekeno Project reported herein are all located within six contiguous Quartz claims inside the large Keno Hill property.

The climate of the Bellekeno area is characterized by a sub-arctic continental climate with cold winters and warm summers. Average temperatures in the winter are between -15°C and -20°C while summer temperatures average around 15°C. Exploration and mining can be conducted year-round. The landscape around the Bellekeno project is characterized by rolling hills and mountains up to 1200 m in elevation. Vegetation is abundant.

Exploration

On June 19, 2008, Alexco announced it was granted a Class IV Quartz Mining Land Use Permit — LQ0024, allowing the development of an exploration decline in the central portion of the Bellekeno deposit. Procon Mining and Tunnelling Ltd. (Procon) was awarded a contract to drive approximately 650 m of decline and ancillary development that accessed old workings and established diamond drilling locations for a 9,300 m exploration and definition diamond drilling program. The underground exploration program comprised 140 holes drilled between February and August 2009. Prior to rehabilitating the historic working a Type B water license was secured by Alexco to allow for the dewatering of the Bellekeno Mine.

Metallurgy and Mineral Processing

Test results from three testing programs indicate that the mineralization of the Bellekeno deposit responds well to a lead and zinc differential flotation process using a cyanide-free zinc mineral suppression regime. Silver minerals are intimately associated with lead minerals and will be recovered as a silver-lead concentrate. A separate zinc concentrate will also be produced from the Bellekeno operation.

The design capacity of the process plant will be 408 t/d. Overall plant availability is estimated to be 92%. Run-of-mine (ROM) material from different mineralized zones is planned to be processed by conventional crushing, grinding, and flotation followed by concentrate and tailings dewatering. The tailings will be filtered and stored in a Dry Stack Tailings Facility (DSTF) located adjacent to the mill building. Two separate tailings products will be produced; a low pyrite and high pyrite tailings. 100% of the high pyrite will be transported to the underground mine for storage and 30 to 50% of the low pyrite tailings will also be transported underground for use as backfill material with the balance being stored on surface in the DSTF. Mill makeup water will be sourced from the Galkeno 900 treatment system. The estimated installed power requirement for the mill building and infrastructure is approximately 1.8 MW (at 408 t/d design). Electrical power for the mill will be provided by extending the main 69 kV electrical power line located approximately 1.6 km from the mill location.

Metallurgical performance estimated from test work and assumed for this report is based on test work completed by SGS Lakefield Research Ltd. in 2007 and by Process Research Associates Ltd. in 1996 and 2008/2009. Table 1.1 shows the projected metallurgical performance according to the updated mining plan, dated October 2009 used in this study.

Table 1.1 Summary of Projected Metallurgical Recoveries

										Grade																Recovery
						Mass				Au				Ag				Pb				Zn				Au				Ag				Pb				Zn
Year		Product				(%)				(g/t)				(g/t)				(%)				(%)				(%)				(%)				(%)				(%)
2010		Head					100.0				0.44				1,010				11.73				5.26				100.0				100.0				100.0				100.0
		Pb-Ag Conc					16.1				1.3				5,924				71.0				2.2				47.8				94.6				97.6				6.7
		Zn Conc					8.5				1.1				305				0.64				54.3				21.2				2.6				0.5				87.4
2011		Head					100.0				0.45				994				11.54				5.43				100.0				100.0				100.0				100.0
		Pb-Ag Conc					15.9				1.3				5,921				71.0				2.2				47.8				94.5				97.5				6.4
		Zn Conc					8.8				1.1				302				0.63				54.4				21.6				2.7				0.5				87.7
2012		Head					100.0				0.43				820				8.50				5.49				100.0				100.0				100.0				100.0
		Pb-Ag Conc					11.8				1.72				6,392				70.1				2.3				47.7				91.7				97.1				4.9
		Zn Conc					8.9				1.10				298				0.47				54.4				23.1				3.2				0.5				88.5
2013		Head					100.0				0.37				717				7.04				6.09				100.0				100.0				100.0				100.0
		Pb-Ag Conc					9.7				1.8				6,616				68.6				2.8				47.4				90.0				95.0				4.5
		Zn Conc					10.0				1.1				297				0.40				54.6				29.5				4.1				0.6				89.4
Average		Head					100.0				0.42				871				9.47				5.6				100.0				100.0				100.0				100.0
		Pb-Ag Conc					13.1				1.5				6,185				70.3				2.3				47.7				92.7				96.9				5.4
		Zn Conc					9.1				1.1				300				0.52				54.4				23.9				3.1				0.5				88.4

A separate lead and zinc concentrate will be produced. The concentrates will be transported from site to either the port of Skagway or Stewart, BC for transportation overseas or trucked directly to Trail, BC.

Resources

Table 1.2 provides a summary by zone of the Classified Mineral Resources for the Bellekeno project (October 2009).

The resource estimate was prepared under the supervision of Mr. Stanton Dodd (L.Geo.), Vice President of Exploration for Alexco. Mr. Dodd is a qualified person (QP) as defined in National Instrument 43-101 (NI 43-101). The mineral resources for the Bellekeno Project were estimated in conformity with generally accepted Canadian Institute of Mining, Metallurgy, and Petroleum (CIM) “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines and are reported in accordance with Canadian Securities Administrators’ NI 43-101.

Table 1.2 Mineral Resource Statement, Bellekeno Project, Yukon — November 2009

		Tonnes				Ag (g/t)				Pb (%)				Zn (%)
Indicated
SW All			215,800				997				12.6				7.2
East 48 Upper			16,900				1,001				3.7				10.0
East 48 Mid			59,600				571				3.9				7.4
East 49 All			17,000				699				4.2				2.4
99 All			91,700				995				7.5				4.2
Total Indicated			401,000				921				9.4				6.5
Inferred
Total (East)			111,100				320				3.1				17.9

Notes:

Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures have been rounded to reflect the relative accuracy of the estimates. Reported at a net smelter return cut-off of $185/t.

Resources are reported based on a net smelter return (NSR) cut-off value of $185/t. NSR values were calculated on an in-situ (undiluted) basis using the price and exchange rate inputs shown in Table 1.3.

		US$:Cdn$				Ag				Pb				Zn
Zone		Exchange				US$/oz				US$/lb				US$/lb
SW			0.90				15.25				0.675				0.80
99			0.90				15.25				0.675				0.80
East			0.90				14.50				0.600				0.90

The Bellekeno Project is comprised of one primary vein, the 48 vein, a subsidiary structure, the 49 vein and at least 9 other ancillary structures present in the Southwest, 99, and East zones. Most of the historical mining (totalling approximately 40,000 t) at Bellekeno occurred on the 48 vein in the 99 zone, intermittently between the 1950s and mid 1980s. The veins have variable dip, strike, and thickness. Dips range from 60° to 80° to the east or west. The average strike direction is approximately 030 azimuth. Vein thickness varies from a few centimetres to several metres in an apparent “shoot-like” configuration.

Based on the geotechnical and physical characteristics of the veins, a mining method review was conducted and cut-and-fill mining methods have been selected as the most appropriate for Bellekeno. Cut-and-fill and shrinkage stoping methods typically offer a high degree of selectivity that generally translates into high mineralization extraction and low waste dilution. Significant geotechnical study and design has been completed by SRK and a ground control management plan has been developed to address potential unstable ground conditions encountered in the vein material. Backfill of mined out stopes will be accomplished through cemented rock and tailings fill. Filtered tailings from the mill process will be backhauled underground and used as backfill.

Based on the current updated mineral resource estimate (Alexco, October 2009) the life-of-mine (LOM) production schedule is shown in Table 1.4. Mine production is planned to be 250 t/d using a mining contractor.

Table 1.4 Bellekeno Production Schedule

Bellekeno Production Schedule
Cut off $230

			Mineable					NSR					2010																		2011																	2012																	2013
SW Zone			Tonnes					diluted					Q1					Q2				Q3				Q4					Q1				Q2				Q3				Q4					Q1				Q2				Q3				Q4					Q1				Q2				Q3				Q4					TOTAL
A				29,454				$	560										1600				4446				5000					3002				3000				3000				2000					3000				3000				1406																										29454
B				71,223				$	560										1900				5700				5330					5700				5700				5700				5700					5000				5000				5178				5700					4247				3844				3516				3008					71223
C_Upper				44,139				$	618										1900				6700				6700					6700				6000				6700				6700					2739																																		44139
C_Lower				32,475				$	396																																								4000				4000				4000				4100					4100				4100				4100				4075					32475
D				32,226				$	388																							1400				2800				2800				2800					2826				2800				2800				2800					2800				2800				2800				2800					32226
E				7,996				$	475																																																									1999				1999				1999				1999					7996
Sub-total SW				217,512				$	519					0					5400				16846				17030					16802				17500				18200				17200					17564				14800				13384				12600					13146				12743				12415				11882					217,512
99 Zone
B				5,683				$	377																																												1300				1300				1300					800				983													5683
C				4,627				$	508														2776				1851																																																								4627
D				1,364				$	578																																								1364																																		1364
E				2,971				$	466																															1486				1486																																							2971
F				5,396				$	854																							2698				2698																																															5396
G				27,247				$	675										2100				2878				3619					3000				2302				2815				2616					2373				2137				1200				2207																						27247
H				6,128				$	364																																												3064				3064																										6128
J				4,795				$	295																																			1199					1199				1199				1199																										4795
Sub-total 99				58,211				$	572					0					2100				5654				5470					5698				5000				4300				5300					4936				7700				6763				3507					800				983				0				0					58,211
East Zone
Upper 48				14,121				$	454																																																2354				2354					2354				2354				2354				2354					14121
East_Mid_U				20,086				$	345																																																				4039					3,500				3,586				4,500				4,461					20086
East Mid_L				12,010				$	271																																																									2700				2834				3232				3245					12010
Sub-total East				46,218				$	359					0					0				0				0					0				0				0				0					0				0				2354				6393					8554				8774				10085				10059					46,218
TOTAL PRODUCTION								tonnes						0					7,500				22,500				22,500					22,500				22,500				22,500				22,500					22,500				22,500				22,500				22,500					22,500				22,500				22,500				21,941					321,941
			Plant Feed:					TPD											250				250				250					250				250				250				250					250				250				250				250					250				250				250				244
			Au					gpt						0					0.44				0.44				0.44					0.46				0.45				0.44				0.43					0.44				0.41				0.42				0.43					0.38				0.38				0.36				0.36					0.42
			Ag					gpt						0					1037				1002				1009					1060				1029				955				931					873				805				789				814					728				722				712				706					871
			Pb					%						0					11.97				11.57				11.81					11.90				11.65				11.53				11.09					10.10				8.63				7.74				7.51					7.15				7.04				7.02				6.95					9.47
			Zn					%						0					5.54				5.14				5.29					5.52				5.57				5.38				5.27					5.62				5.08				5.39				5.85					5.99				5.96				6.18				6.19					5.60
			NSR					$/t										$	607			$	586			$	592				$	617			$	601			$	564			$	549				$	516			$	469			$	453			$	460				$	416			$	412			$	406			$	402				$	506

		Financial Analysis
		Mill, G&A, and mine operating costs are presented in Table 1.5, Table 1.6, and Table 1.7. The project operating costs were estimated from a number of sources including cost estimating guides, contractor and vendor quotes, previous studies, and experience.
		Table 1.5 Process Operating Cost Summary

						Annual Cost				Unit Cost
Description		Labour				(Cdn$/a)				(Cdn$/t ore)
Process Personnel
Supervision			4				528,247				5.87
Operation			16				1,177,045				13.08
Maintenance			6				516,458				5.74
Sub-total			26				2,221,750				24.69
Supplies
Operating Supplies							631,171				7.01
Maintenance Supplies							29,063				0.32
Power Supply							540,143				6.00
Mobile Equipment							204,451				2.27
Sub-total							1,404,827				15.61
Total			28			$	3,626,577			$	40.30

Table 1.6 G&A Operating Cost Summary

						Annual Cost				Unit Cost
Description		Labour				(Cdn$/a)				(Cdn$/t ore)
Labour			19				1,820,542				20.23
Head Office							100,000				1.11
Insurance							100,000				1.11
Operating Supplies							742,000				8.24
Contracts							1,531,363				17.02
Total			19			$	4,293,905			$	47.71

Table 1.7 Mine Operating Cost Estimate by Function

		LOM				Average
		Cost				Unit Cost
Mine Function		(Cdn$000)				(Cdn$/t)
Alexco Mine Supervision			1,192				3.79
Contractor Overhead — Monthly			18,425				58.60
Contractor Lateral Development			8,138				25.88
Contractor Raising			856				2.72
Contractor Cut & Fill Stoping			13,395				42.60
Contractor Load Underground Trucks			0				0.00
Alexco Surface Truck Haulage			1,562				4.97
Contractor Backfilling			5,880				18.70
Contractor Mine Services			5,035				16.01
Alexco Surface Waste Pile Maintenance			163				0.52
Alexco Technical Services			3,548				11.28
Alexco Energy			4,917				15.64
Mine Operating Cost			63,110				200.70

		Capital cost estimates for the project are shown in Table 1.8.
		Table 1.8 Capital Cost Summary

		Total Cost
Area Description		(Cdn$000)
Direct Costs
Site Development			3,282
Underground Mining			6,310
Crushing			901
Fine Ore Storage			1,267
Mill Building			7,128
Tailings			1,681
Site Services			1,489
Ancillary Facilities			1,754
Plant Mobile Fleet			797
Temporary Services			754
Indirect Costs
Project Indirects			4,574
Owner Costs			5,928
Contingency*			5,779
Total Project Costs			41,644

The pre-tax base case financial model was calculated using the following parameters:

	•		assumed current net smelter terms
	•		3.8-year mine life
	•		royalties are 1.5% NSR after all initial capital plus $6.2 M in exploration costs paid back through earnings before income taxes, depreciation, and amortization (EBITDA) and accumulated cash flow turns positive and capped at Cdn$4 M, as per Alexco
	•		production schedule as outlined in this study
	•		operating costs as outlined in this study
	•		capital costs as outlined in this study
	•		the model was prepared on a pre-tax basis
	•		working capital distribution as per Alexco and is credit back end of mine life
	•		depreciation costs not calculated
	•		Silver Wheaton Corp. (Silver Wheaton) capital contribution and capital distribution as per Alexco.

The economic evaluation indicates a base case pre-tax net present value (NPV) of US$29.4 M at a discount rate of 8.0% for the Bellekeno deposit. The summary of pricing scenarios and project economics is presented in Table 1.9 and Table 1.10.

Table 1.9 Economic Evaluation at Various Cases of Metal Prices

		NPV at 8%
		Discount Rate
Scenario		(US$ M)
3-year Average			38.8
Alexco Base Case			29.4
Wardrop			28.7
Current			53.8

Table 1.10 Metal Prices used for LOM Base Case

		2010				2011				2012				2013
Silver (US$/oz)			16.42				16.38				14.38				13.46
Lead (US$/lb)			0.80				0.78				0.69				0.61
Zinc (US$/lb)			0.82				0.91				0.86				0.82
Gold (US$/oz)			1,067.00				1,092.00				942.00				883.00
Cdn$/US$			0.92				0.92				0.92				0.92

		The payback period is defined as the time required after revenue is first received in Year 1 to achieve break-even cumulative cash flow. For this project, the payback period for the base case is approximately 0.5 years. The payback period is based on the annual un-discounted cash flows. There is no consideration for inflation, interest, or depreciation in this calculation.
		Conclusions
		The following conclusions have been made regarding the Bellekeno Project:

	•		The testwork results indicate that the tested mineralization responds well to conventional lead/zinc differential flotation process with a cyanide-free zinc mineral suppression regime.
	•		Silver and lead minerals associate intimately and will be recovered together to produce a silver-lead bulk concentrate, and zinc minerals will be concentrated into a separate zinc concentrate.
	•		The historic underground workings at the Bellekeno mine have been extensively examined and in general remain in very good condition.
	•		Based on the mining context of the deposit, a suitable mining method is mechanized overhand cut-and-fill in 3.5 m lifts.
	•		An efficient means of backfilling will be the use of a cemented blend of development waste rock and dry (filtered) tailings back hauled from the process plant. Both materials are available in abundant quantities to meet the mine backfill requirements.
	•		The deposit contains multi-metals and two metal concentrates will be produced on site. For this reason mine planning must be based on NSR values.
	•		Alexco will operate the mine on the basis of contractor mining. The planned mine operating schedule is two 11-h shifts per day, 7 d/wk.

	•		SRK concludes that the planned mine will achieve a production rate of 250 t/d over a 3.6-year mine life.
	•		Scheduling indicates the mine will be ready to start production at 250 t/d by late June 2010.
	•		The most significant mine related risks are geotechnical, related to weak and challenging conditions that may be locally encountered in stoping.
	•		The most significant mine opportunity is the potential to increase the mine life as a result of exploration and/or higher metal prices.
	•		Providing that the set out design criteria and assumptions are satisfied, there is a strong indication that the project is commercially viable.
	•		Structural and stratigraphic studies, as well as extensive drilling of the Bellekeno deposit has resulted in a number of resource expansion and exploration targets in areas within and immediately adjacent to the existing minable resource. It is recommended that these targets be ranked in order of priority and drilling of initial targets adjacent to existing or planned underground infrastructure in the SW, 99, and Upper East be coordinated with pre-production mine development work.

RISK FACTORS

Investment in the Common Shares involves a high degree of risk and should be considered speculative due to the nature of Alexco’s business and the present stage of the exploration and development of its mineral properties. An investor should carefully consider the risks related to Alexco’s operations, risks related to the silver industry generally and the risks related to the Offering, including the risks described below. Accordingly, prospective investors should consult with their own advisors and carefully consider the risk factors set out below, in addition to other information contained and incorporated or deemed to be incorporated by reference in this Prospectus, before participating in the Offering.

The following risk factors, as well as risks not currently known to the Company or that the Company currently deems to be immaterial, could materially adversely affect the Company’s future business, financial condition, results of operations and prospects and could cause them to differ materially from forward-looking statements relating to the Company. While the significant risk factors which the Company believes it faces are discussed below, they do not comprise a definitive list of all risk factors related to the Company’s business and operations.

Risks Related to the Offering

The Market Price for the Common Shares is Subject to Volatility

The trading price of the Common Shares may be subject to large fluctuations. The trading price of the Common Shares may increase or decrease in response to a number of events and factors, including:

	•		the price of silver and other metals;
	•		the Company’s operating performance and the performance of competitors and other similar companies;
	•		the public’s reaction to the Company’s press releases, other public announcements and the Company’s filings with the various securities regulatory authorities;
	•		changes in earnings estimates or recommendations by research analysts who track the Common Shares or the shares of other companies in the resource sector;

	•		changes in general economic conditions;
	•		the number of Common Shares to be publicly traded after the Offering;
	•		the arrival or departure of key personnel; and
	•		acquisitions, strategic alliances or joint ventures involving the Company or its competitors.

In addition, the market price of the Common Shares is affected by many variables not directly related to the Company’s success and not within the Company’s control, including developments that affect the market for all resource sector shares, the breadth of the public market for the Common Shares, and the attractiveness of alternative investments. In addition, securities markets have recently experienced an extreme level of price and volume volatility, and the market price of securities of many companies has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. As a result of these and other factors, the Company’s share price may be volatile in the future and may decline below the Offering Price. Accordingly, investors may not be able to sell their Common Shares at or above the Offering Price.

The Company May Use Proceeds of This Offering for Purposes Other Than Those Set Out Herein

The Company currently intends to allocate the net proceeds received from the Offering as described in the “Use of Proceeds” section of this Prospectus. However, the Company will have discretion in the actual application of the net proceeds, and may elect to allocate proceeds differently from that described in “Use of Proceeds” if it believes it would be in its best interests to do so as circumstances change. The failure by the Company to apply these funds effectively could have a material adverse effect on the Company’s business.

Potential Dilution

To further the activities of Alexco to acquire additional properties, Alexco will require additional funds and it is likely that, to obtain the necessary funds, Alexco will have to sell additional securities including, but not limited to, its Common Shares or some form of convertible securities, the effect of which could result in a substantial dilution of the present equity interests of Alexco’s shareholders.

Risks Related to the Business of Alexco

Exploration and Development

Mineral exploration and development involves a high degree of risk and few properties which are explored are ultimately developed into producing mines. With respect to Alexco’s properties, should any ore reserves exist, substantial expenditures will be required to confirm ore reserves which are sufficient to commercially mine, and to obtain the required environmental approvals and permitting required to commence commercial operations. Should any mineral resource be defined on such properties there can be no assurance that the mineral resource on such properties can be commercially mined or that the metallurgical processing will produce economically viable and saleable products. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or technical studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of appropriate technical studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the minerals to be produced; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control.

The ability of Alexco to sell, and profit from the sale of any eventual production from any of Alexco’s properties will be subject to the prevailing conditions in the marketplace at the time of sale. Many of these factors are beyond the control of Alexco and therefore represent a market risk which could impact the long term viability of Alexco and its operations.

In making determinations about whether to advance any of its projects to development, the Company must rely upon estimated calculations as to the mineral resources and grades of mineralization on its properties. Until ore is actually mined and processed, mineral resources and grades of mineralization must be considered as estimates only. Mineral resource estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling which may prove to be unreliable. Alexco cannot be certain that:

	•		reserve, resource or other mineralization estimates will be accurate; or
	•		mineralization can be mined or processed profitably.

Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. The Company’s resource estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for silver and other metals may render portions of the Company’s mineralization uneconomic and result in reduced reported mineral resources.

While Alexco has conducted exploration activities in the Keno Hill district, other than with respect to the Bellekeno Property, further review of historical records and additional exploration and geological testing will be required to determine whether any of the mineral deposits it contains are economically recoverable. There is no assurance that such exploration and testing will result in favourable results. The history of the Keno Hill district has been one of fluctuating fortunes, with new technologies and concepts reviving the district numerous times from probable closure until 1989, when it did ultimately close down for a variety of economic and technical reasons. Many or all of these economic and technical issues will need to be addressed prior to the commencement of any future production on the Keno Hill properties.

Under the terms of the agreements by which it acquired its initial property interests in the Keno Hill district, Alexco is responsible for carrying out the environmental care and maintenance activities at various sites encompassed within those property interests during the period required to develop and obtain acceptance and regulatory approval for the Keno Hill district closure reclamation plan, for annual fees based on an annually-determined fixed fee benchmark adjusted each year for certain operating and inflationary factors and determined on a site-by-site basis. The portion of the annually-determined fee benchmark which is billable each year by Alexco in respect of each site will reduce by 15% each year until all site-specific care and maintenance activities have been replaced by closure reclamation activities. Alexco could incur significant costs over the period it undertakes such care and maintenance activities, particularly if acceptance and approval of the closure reclamation plan and commencement of reclamation activities should be significantly delayed.

The decision by the Company to proceed with the construction and development of the Bellekeno mine was based on the development plan and economic analysis supported by the Technical Report, which included estimates for metal production and capital and operating costs. Until mined and processed, no assurance can be given that such estimates will be achieved. Failure to achieve these production and

capital and operating cost estimates or material increases in costs could have an adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition. The Company’s actual production and capital and operating costs may vary from estimates for a variety of reasons, including: actual resources mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors relating to the mineable resources, such as the need for sequential development of resource bodies and the processing of new or different resource grades; revisions to mine plans; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods and earthquakes; and unexpected labour shortages or strikes. Costs of production may also be affected by a variety of factors, including changing waste ratios, metallurgical grades, labour costs, commodity costs, general inflationary pressures and currency rates.

Permitting and Environmental Risks and Other Regulatory Requirements

The current or future operations of Alexco, including development activities, commencement of production on its properties and activities associated with Alexco’s mine reclamation and remediation business, require permits or licenses from various federal, territorial and First Nation governmental authorities, and such operations are and will be governed by laws, regulations and agreements governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities and in mine reclamation and remediation activities generally experience increased costs and delays as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which Alexco may require for the conduct of its operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any project which Alexco might undertake, including but not limited to the Bellekeno mine project.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in mine reclamation and remediation activities may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies and mine reclamation and remediation activities could have a material adverse impact on Alexco. As well, policy changes and political pressures within and on federal, territorial and First Nation governments having jurisdiction over or dealings with Alexco could change the implementation and interpretation of such laws, regulations and permits, resulting in a material adverse impact on Alexco. Such impacts could result in one or more increases in capital expenditures or production costs, reductions in levels of production at producing properties or abandonment or delays in the development of new mining properties.

Environmental Consulting Services

A material decline in the level of activity or reduction in industry willingness to spend capital on mine reclamation, remediation or environmental services could adversely affect demand for Alexco’s services. Likewise, a material change in mining product commodity prices, the ability of mining companies to raise capital or changes in domestic or international political, regulatory and economic conditions could adversely affect demand for Alexco’s services.

Two of Alexco’s customers, including the Governments, accounted for a combined 71% of revenues in the 2009 fiscal year (58% in fiscal 2008). The loss of, or a significant reduction in the volume of business

conducted with, either or both of these customers could have a significant detrimental effect on Alexco’s environmental consulting services business.

The patents which Alexco owns or has access to or other proprietary technology may not prevent Alexco’s competitors from developing substantially similar technology, which may reduce Alexco’s competitive advantage. Similarly, the loss of access to such patents or other proprietary technology or claims from third parties that such patents or other proprietary technology infringe upon proprietary rights which they may claim or hold would be detrimental to Alexco’s reclamation and remediation business.

Alexco may not be able to keep pace with continual and rapid technological developments that characterize the market for Alexco’s mine reclamation and remediation services and Alexco’s failure to do so may result in a loss of its market share. Similarly, changes in existing regulations relating to mine reclamation and remediation activities could require Alexco to change the way it conducts its business.

Potential Profitability Of Mineral Properties Depends Upon Factors Beyond the Control of Alexco

The potential profitability of mineral properties is dependent upon many factors beyond Alexco’s control. For instance, world prices of and markets for gold and silver are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments. Profitability also depends on the costs of operations, including costs of labour, equipment, electricity, environmental compliance or other production inputs. Such costs will fluctuate in ways Alexco cannot predict and are beyond Alexco’s control, and such fluctuations will impact on profitability and may eliminate profitability altogether. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of Alexco.

First Nation Rights and Title

The nature and extent of First Nation rights and title remains the subject of active debate, claims and litigation in Canada, including in the Yukon and including with respect to intergovernmental relations between First Nation authorities and federal, provincial and territorial authorities. There can be no guarantee that such claims will not cause permitting delays, unexpected interruptions or additional costs for Alexco’s projects.

Title to Mineral Properties

The acquisition of title to mineral properties is a complicated and uncertain process. The properties may be subject to prior unregistered agreements of transfer or land claims, and title may be affected by undetected defects. Alexco has taken steps, in accordance with industry standards, to verify mineral properties in which it has an interest. Although Alexco has made efforts to ensure that legal title to its properties is properly recorded in the name of Alexco, there can be no assurance that such title will ultimately be secured.

Capitalization and Commercial Viability

Alexco will require additional funds to further explore, develop and mine its properties. Alexco has limited financial resources, and there is no assurance that additional funding will be available to Alexco to carry out the completion of all proposed activities, for additional exploration or for the substantial capital that is typically required in order to place a property into commercial production. In addition, while Alexco intends to draw upon the remaining US$35 million Silver Wheaton deposit amount to fund the construction and development of the Bellekeno mine, there remains a risk that Silver Wheaton will be unable or unwilling to pay such funds. Although Alexco has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that Alexco will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to

obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.

General Economic Conditions May Adversely Affect Alexco’s Growth and Profitability

The recent unprecedented events in global financial markets have had a profound impact on the global economy and led to increased levels of volatility. Many industries, including the mining industry, are impacted by these market conditions. Some of the impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. If the current turmoil and volatility levels continue they may adversely affect Alexco’s growth and profitability. Specifically:

	•		the global credit/liquidity crisis could impact the cost and availability of financing and Alexco’s overall liquidity;
	•		the volatility of silver prices would impact Alexco’s revenues, profits, losses and cash flow;
	•		volatile energy prices, commodity and consumables prices and currency exchange rates would impact Alexco’s production costs; and
	•		the devaluation and volatility of global stock markets could impact the valuation of Alexco’s equity and other securities.

These factors could have a material adverse effect on Alexco’s financial condition and results of operations.

Operating Hazards and Risks

In the course of exploration, development and production of mineral properties, certain risks, particularly including but not limited to unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes, may occur. It is not always possible to fully insure against such risks and Alexco may decide not to insure against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Alexco.

Adverse weather conditions could also disrupt Alexco’s mine reclamation and remediation business and/or reduce demand for Alexco’s services.

Competition

Significant and increasing competition exists for mining opportunities internationally. There are a number of large established mining companies with substantial capabilities and far greater financial and technical resources than Alexco. Alexco may be unable to acquire additional attractive mining properties on terms it considers acceptable and there can be no assurance that Alexco’s exploration and acquisition programs will yield any new reserves or result in any commercial mining operation.

Certain of the Company’s Directors and Officers are Involved with Other Natural Resource Companies, Which May Create Conflicts of Interest from Time to Time

Some of Alexco’s directors and officers are directors or officers of other natural resource or mining-related companies. These associations may give rise to conflicts of interest from time to time. As a result of these conflicts of interest, Alexco may miss the opportunity to participate in certain transactions.

The Company May Fail to Maintain Adequate Internal Control Over Financial Reporting Pursuant to the Requirements of the Sarbanes-Oxley Act.

Section 404 of the Sarbanes-Oxley Act (“SOX”) requires an annual assessment by management of the effectiveness of the Company’s internal control over financial reporting. The Company may fail to maintain the adequacy of its internal control over financial reporting as such standards are modified, supplemented or amended from time to time, and the Company may not be able to ensure that it can conclude, on an ongoing basis, that it has effective internal control over financial reporting in accordance with Section 404 of SOX. The Company’s failure to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm the Company’s business and negatively impact the trading price or the market value of its securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results or cause it to fail to meet its reporting obligations. Future acquisitions of companies, if any, may provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. No evaluation can provide complete assurance that the Company’s internal control over financial reporting will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be reported. The effectiveness of the Company’s processes, procedures and controls could also be limited by simple errors or faulty judgments. Although the Company intends to expend substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, there is no certainty that it will be successful in complying with Section 404 of SOX.

USE OF PROCEEDS

The net proceeds to be received by Alexco from the Offering are expected to be approximately $l after deducting payment of the Underwriters’ Fee of $l and the expenses of the Offering estimated at $l. Alexco proposes to use the net proceeds from the Offering as follows:

Use of Proceeds		Estimated Expenditure
Bellekeno mine construction capital		$5,930,000
Additional contingency for Bellekeno mine capital cost overruns		$l
Initial working capital for Bellekeno mine		$6,100,000
General working capital and corporate purposes		$l
Estimated net proceeds		$l

If the Over-Allotment Option is exercised in full, an additional l Common Shares will be issued and the estimated net proceeds thereof, will be C$l. The Company intends to use any additional net proceeds from an exercise of the Over-Allotment Option for general working capital and corporate purposes.

As described in the Technical Report, the total construction capital required for the Bellekeno mine is estimated to be C$41,644,000 (including contingency provisions totaling C$5,779,000). A total of US$35 million for construction and development of the Bellekeno mine is to be provided by Silver Wheaton under a silver purchase agreement entered into in October 2008. This agreement provides that Silver Wheaton will purchase 25% of future Keno Hill district silver production at a cost of US$3.90 per ounce of silver delivered, plus up-front deposit payments to Alexco totaling US$50 million. An initial US$15 million deposit payment was received in December 2008, and the remaining US$35 million will be received on a monthly draw-down basis over the construction period subject to certain conditions including Alexco having sufficient committed funds available to complete construction and achieve production within specified time frames. Based on the current exchange rate of Cdn$1 for US$0.98 (see “Exchange Rate Information”), the construction capital to be funded by Alexco, net of funds provided by Silver Wheaton, is estimated to be C$5,930,000.

While the estimated construction capital required for the Bellekeno mine already includes contingency provisions totaling C$5,779,000 as described above, mine construction projects in general are subject to significant inherent risks which can result in material unanticipated capital cost overruns, in excess of contingency provisions normally included in estimates of anticipated capital cost requirements (see “Risk Factors”). As part of its measures to mitigate this risk, the Company proposes to allocate C$l of the net proceeds from the Offering to fund an additional contingency provision for unanticipated Bellekeno mine capital cost overruns. This allocation will only be made internally and without segregation from Alexco’s general funds, and will not be subject to any trust or escrow conditions. Upon completion of the Bellekeno mine construction project, any funds remaining from this allocation will then be used for working capital and corporate purposes.

Under the economic analysis described in the Technical Report, initial working capital for the Bellekeno mine is provisionally estimated to be C$6.1 million, reflecting three months of mine operating costs. Actual working capital requirements of the Bellekeno mine could be more or less than this amount depending on a number of factors, particularly including, but not limited to, the nature and frequency of concentrate shipments and the nature and terms of the off-take agreements under which such shipments are made.

Included within the category “working capital and corporate purposes” are working capital for the Bellekeno mine, general working capital for all of Alexco’s other business operations, corporate and administrative activities and general exploration activities.

Subject to the foregoing, Alexco will retain broad discretion in allocating the net proceeds and the timeframe over which they are used. The actual amounts that Alexco expects to spend in connection with each of its intended uses of proceeds may vary significantly from the amounts currently anticipated, depending on Alexco’s operating and capital needs, its potential project optimizations or improvements from time to time and various other factors, including those stated under “Risk Factors”. Pending expenditure, Alexco intends to hold the net proceeds of the Offering in short-term investment grade instruments, including but not limited to demand deposits, bankers’ acceptances and term deposits held with major financial institutions in Canada, in accordance with the Company’s existing treasury investment policies.

PRIOR SALES

The following table sets forth for the common shares of the Company and for securities that are convertible into common shares of the Company, for the 12 month period prior to the date of this Prospectus, details of the price at which securities have been issued or are to be issued by the Company, the number of securities issued at that price and the date on which the securities were issued:

		Type of		No. of				Issue or Exercise
		Securities		Common				Price per
Date of Issue		Issued		Shares				Security				Reason for Issue
February 2, 2009		Stock Options			635,000			$	1.65			Grant of stock options
February 6, 2009		Common Shares			110,000			$	0.80			Exercise of stock options
March 17, 2009		Common Shares			3,428,572			$	1.75			Private placement of flow-through common shares
July 21, 2009		Stock Options			50,000			$	2.18			Grant of stock options
November 16, 2009		Stock Options			200,000			$	2.90			Grant of stock options
November 23, 2009		Common Shares			25,000			$	1.50			Exercise of stock options
November 25, 2009		Common Shares			4,000			$	1.50			Exercise of stock options
December 23, 2009		Common Shares			2,375,000			$	4.00			Private placement of flow-through common shares
January 4, 2010		Common Shares			50,000			$	1.65			Exercise of stock options
January 5, 2010		Common Shares			3,750			$	1.65			Exercise of stock options

TRADING PRICE AND VOLUME

The outstanding common shares of the Company are listed for trading on the TSX under the symbol “AXR” and on AMEX under the symbol “AXU”.

The following table sets forth for the period from January 1, 2009 to January 18, 2010 details of the trading prices and volume on a monthly basis of the Common Shares of the Company traded through the facilities of the TSX and AMEX:

     TSX (C$)

Period		High				Low				Volume
2009
January		$	1.89			$	1.16				706,500
February		$	2.14			$	1.33				963,800
March		$	1.80			$	1.40				465,200
April		$	1.76			$	1.40				649,300
May		$	2.35			$	1.45				1,776,300
June		$	2.73			$	2.11				1,107,000
July		$	2.34			$	1.98				761,800
August		$	2.39			$	2.05				471,300
September		$	2.91			$	2.25				1,037,200
October		$	3.15			$	2.53				1,747,100
November		$	3.07			$	2.66				2,046,900
December		$	4.45			$	2.87				2,324,300
2010
January 1-18		$	4.00			$	3.73				1,333,124